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SEC Filings

S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
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Encore Media Group, LLC Affiliation Agreement dated January 26, 1999, between
Encore and InterMedia Management, Inc.; WTBS Retransmission Consent Agreement
with SSI; and Programming Transport Agreement between National Digital
Television Center Inc., a Colorado corporation d/b/a Headend in the Sky, and
InterMedia Management, Inc., a California corporation providing for the
transmission by HITS to such systems of compressed and encrypted digital
programming signals and other services, dated November 18, 1997. IPWT (or an
affiliate thereof) shall cause RMG to be released of all liability, after
closing, arising from all of the forementioned contracts and those listed on
Schedule 4.1(a).

      4.2. Charter's Assumed Obligations and Liabilities. At the Closing and
effective as of the Closing Time, Charter will assume and after the Closing
Date, Charter will pay, discharge and perform the following (collectively,
"Charter's Assumed Obligations and Liabilities"): (a) those obligations and
liabilities with respect to the ownership, use or operation of the IPWT Assets
accruing and relating to periods after the Closing Time which were assigned and
transferred to Charter at the Closing; (b) those obligations and liabilities for
subscriber prepayments and deposits related to the IPWT Systems existing at the
Closing Time; (c) other obligations and liabilities of IPWT only to the extent
that the Adjusted Value of the Systems was decreased with respect thereto
pursuant to Section 2.2 of the Common Agreement; and (d) all other obligations
and liabilities accruing and relating to periods after the Closing Time and
arising out of Charter's ownership, use or operation of the IPWT Assets
(including those items listed or described on Schedule 4.1(b)) or its operation
of, or the conduct of business through, the IPWT Systems after the Closing
(including with respect to late fees that may be charged by Charter after the
Closing to subscribers of the IPWT Systems), except to the extent that such
obligations or liabilities relate to any Excluded Asset. All obligations and
liabilities arising out of or relating to the IPWT Assets, the IPWT Systems or
IPWT's Cable Business other than Charter's Assumed Obligations and Liabilities
will remain and be the obligations and liabilities solely of IPWT including any
obligation, liability or claims relating to or arising pursuant to (w) Taxes
(including franchise fees) arising out of or relating to the IPWT Assets and
with respect to periods or portions thereof ending on or prior to the Closing
Date, (x) refunds of rates, charges or late fees arising out of or relating to
the IPWT Assets and with respect to periods through and including the Closing
Date, (y) Litigation arising out of or relating to the IPWT Assets and
commenced, or related to an event occurring, on or prior to the Closing Date, or
(z) credit, loan or other agreements arising out of or relating to the IPWT
Assets and pursuant to which IPWT or IPSE has created, incurred, assumed or
guaranteed indebtedness for borrowed money or under which any Lien securing such
indebtedness has been or may be imposed on any IPWT Asset. Notwithstanding
anything to the contrary contained in this paragraph, for purposes of the Common
Agreement Charter's Assumed Obligations and Liabilities shall include all
obligations and liabilities of RMG other than those related to the Brentwood
Systems and the Residual Liabilities.

      4.3. Indemnification with respect to RMG Residual Liabilities. Following
the Closing, RMG, Charter and their Affiliates shall be entitled to
indemnification as set forth in the Common Agreement for any Losses attributable
to or arising from any RMG Residual Liabilities. "RMG Residual Liabilities"
shall mean all obligations and liabilities of RMG attributable to or arising out
of any period prior to the Closing to the extent that no adjustment was made
pursuant to Section 2.1(b)(iv) or Section 2.2 of the Common Agreement, including
any obligation, liability or claims relating to or arising pursuant to (v) the
Excluded Assets, (w) Taxes (including franchise fees) with respect to periods or
portions thereof ending on or prior to the Closing Date, (x) refunds of rates,
charges or late fees with respect to periods through and including the Closing
Date, (y) Litigation commenced, or relating to an event occurring, on or prior
to the Closing Date, or (z) other than as set forth on Schedule 4.3, credit,
loan or other agreements pursuant to which RMG has created, incurred, assumed or
guaranteed indebtedness for borrowed money or under which any Lien securing such
indebtedness has been or may be imposed on any RMG Asset.